8-K

                       SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (date of earliest event reported): September 8, 2004


                          WILLIS GROUP HOLDINGS LIMITED
               (Exact name of Registrant as specified in Charter)

         BERMUDA                            001-16503              98-0352587
  (Jurisdiction of incorporation           (Commission File       (IRS Employer
  or organization)                         Number)                Identification
                                                                  No.)


                               Ten Trinity Square
                            London EC3P 3AX, England
                    (Address of principal executive offices)

      Registrant's telephone number, including area code: +44 20 7488 8111

                                 Not Applicable
         (Former name or former address, if changed since last report.)






Item 8.01       Other Events

     On September 8, 2004, Willis Group Holdings Limited issued a press
     release announcing that the Board of Directors approved an increase in
     the Company's existing common share buyback authorization from $300
     million to $500 million. The press release is attached as Exhibit 99.1
     hereto.

Item 9.01         Financial Statements and Exhibits

     (c)  The following document is filed as an exhibit to this report on Form
          8-K:

          99.1 Press Release dated September 8, 2004 of Willis Group Holdings
               Limited



                  .

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.


                                 WILLIS GROUP HOLDINGS LIMITED

                                 By:  /s/ Mary E. Caiazzo
                                      -----------------------------
                                          Mary E. Caiazzo
                                          Assistant General Counsel





Dated:  September 8, 2004



                                  EXHIBIT INDEX


Exhibit
Number   Title
- -------  -----

99.1     Press Release dated September 8, 2004, of Willis Group Holdings Limited

EX-99.1

                                                                    Exhibit 99.1

Willis Group Increases Stock Buyback Authorization

    NEW YORK--(BUSINESS WIRE)--Sept. 8, 2004--Willis Group Holdings
Limited (NYSE: WSH), the global insurance broker, today announced that
the Board of Directors approved an increase in the Company's existing
common share buyback authorization from $300 million to $500 million.
    The buyback is an open-ended plan to purchase, from time to time
in the open market or through negotiated trades with persons who are
not affiliates of the Company, shares of the Company's common stock.
    To date in 2004, the Company has repurchased approximately $250
million of its common stock.
    Willis Group Holdings Limited is a leading global insurance
broker, developing and delivering professional insurance, reinsurance,
risk management, financial and human resource consulting and actuarial
services to corporations, public entities and institutions around the
world. With over 300 offices in some 80 countries, its global team of
14,500 Associates serves clients in some 180 countries. Additional
information on Willis may be found on its web site www.willis.com.

    CONTACT: Willis Group Holdings Limited
             Investors:
             Kerry K. Calaiaro, 212-837-0880
             calaiaroke@willis.com
                    or
             Media:
             Nicholas Jones, +44-20-7488-8190
             jonesnr@willis.com
                    or
             Dan Prince, 212-837-0806
             princeda@willis.com